This is a revised application to test the efficacy of an empirically based cognitive-behavioral intervention for older adults with insomnia and co-morbid chronic illness recruited from an HMO population. The primary objective of the study will be to compare the efficacy of behavioral treatments for insomnia among patients with 3 common age-related chronic illnesses: osteo-arthritis (OA), chronic obstructive pulmonary disease (COPD) and coronary artery disease (CAD) because exceptionally high rates of co-morbid insomnia have been found in the 3 groups. A second major objective is to determine whether an effective behavioral treatment can diminish the well-established effects of insomnia on quality of life among those with chronic illness. The proposed study will include random assignment of 3 groups of 55 HMO patients 55 years or older with OA, COPD and CAD and co-morbid insomnia to an 8-week cognitive-behavioral treatment class or placebo control class. The behavioral intervention will be empirically based with both cognitive-behavioral and relaxation approaches. The placebo control group will be a wellness/stress management class. Outcomes will be assessed at 4, 8, and 12 months post treatment follow-up intervals. Sleep quantity and quality will be evaluated using polysomnography, actigraphy and self report measures. Quality of life, functional status and mood will also be assessed.